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Corporate Governance Matters
The Definitive Guide to High-Performance Corporate Governance Fully updated for the latest research, trends, and regulations, Corporate Governance Matters, Third Edition, offers comprehensive and objective information for everyone seeking to improve corporate governance—from directors to institutional investors to policymakers and researchers. To help you design highly effective governance, David Larcker and Brian Tayan thoroughly examine current options, reviewing what is and isn't known about their impact on organizational performance. Throughout, they take a strictly empirical and non-ideological approach that reflects rigorous statistical and research analysis and real-life examples. They address issues ranging from board structure, processes, operations, and functional responsibilities to institutional investors, outside stakeholders, and alternative forms of governance. New discussions Environmental, Social, and Governance (ESG) activity and ratings Stakeholder interests CEO activism CEO misbehavior Cybersecurity risks Extensively revised coverage Executive compensation Leadership and succession planning Director recruitment, evaluation, turnover, and more The authors' balanced approach provides useful tools for making better, more informed decisions on governance.
528 pages, Kindle Edition
Published October 7, 2020
12 people are currently reading
7 people want to read
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Displaying 1 - 2 of 2 reviews
July 27, 2025
A surprisingly easy and rewarding read for a topic that can be somewhat dry. If you’ve never had anything to do with corporate governance, this is obviously one to give a miss. If you’re interested in the topic, the book is a treasure trove of well-balanced data and illustrative examples.
February 14, 2023
This is a remarkable compilation of information, insight, reflection and wisdom. The full book is a huge commitment of time, for serious governance practitioners. Many of the chapters stand in their own right, and are accessible to a general audience.
“The optimal governance system of an organization will be firm-specific and take into account its unique culture and attributes.” Governance systems can’t be standardised, because their design depends crucially on the settings of the scenario (which vary to an infinite degree).
The title of this book has a simple and useful word play: the topic is a broad assessment of the range of matters that relate to governance of companies; and the approaches emphasise that governance choices do matter...
This is a weighty 500-page review, which is based on hand-picked academic research. It is empirical (based on evidence, observations, peer-reviewed studies, and research), not normative (based on prescriptive standards which “should” apply to the circumstances under consideration).
This book focuses on publicly listed companies in the United States, with cursory (but insightful) comparisons to private equity/venture capital, family-controlled businesses, and non-profits.
Structural features of the board and many regulated/mandated requirements (such as director independence, separation of CEO and Chair roles, and most auditor restrictions) “have negative or neutral impacts on corporate outcomes and shareholder value.” Most of the “best practices” have not been tested, understood, or validated... These are incredibly important observations.
The empirical evidence does not generally support uniform governance standards. Governance quality must be “assessed on a case-by-case basis, using independent judgement and a critical understanding of how various governance structures interact to improve or detract from corporate performance.” Context and fitness-for-purpose/circumstances rise to the fore. "Box ticking exercises" that check for the presence of specific governance features add little value, but they do consume resources (and divert boards away from organisational performance).
In terms of ratings and rankings across companies, a ratings model built on the assumption that a single governance structure (or ESG approach) built as “best practice” and uniformly applied across firms seems likely to fail.
Private equity directorships can require two to three times as much time commitment, compared to publicly-owned corporations. PE boards have more insiders, they are smaller, and “the focus of board meetings is on business, financial, and risk-management issues more than compliance and regulatory issues.” There is support for PE directors adding more value than public company directors.
The authors emphasise an increased focus on assessing the functions of governance (how it works in practice), rather than the mere presence of governance features. Page 475 has three excellent examples.
“The optimal governance system of an organization will be firm-specific and take into account its unique culture and attributes.” Governance systems can’t be standardised, because their design depends crucially on the settings of the scenario (which vary to an infinite degree).
The title of this book has a simple and useful word play: the topic is a broad assessment of the range of matters that relate to governance of companies; and the approaches emphasise that governance choices do matter...
This is a weighty 500-page review, which is based on hand-picked academic research. It is empirical (based on evidence, observations, peer-reviewed studies, and research), not normative (based on prescriptive standards which “should” apply to the circumstances under consideration).
This book focuses on publicly listed companies in the United States, with cursory (but insightful) comparisons to private equity/venture capital, family-controlled businesses, and non-profits.
Structural features of the board and many regulated/mandated requirements (such as director independence, separation of CEO and Chair roles, and most auditor restrictions) “have negative or neutral impacts on corporate outcomes and shareholder value.” Most of the “best practices” have not been tested, understood, or validated... These are incredibly important observations.
The empirical evidence does not generally support uniform governance standards. Governance quality must be “assessed on a case-by-case basis, using independent judgement and a critical understanding of how various governance structures interact to improve or detract from corporate performance.” Context and fitness-for-purpose/circumstances rise to the fore. "Box ticking exercises" that check for the presence of specific governance features add little value, but they do consume resources (and divert boards away from organisational performance).
In terms of ratings and rankings across companies, a ratings model built on the assumption that a single governance structure (or ESG approach) built as “best practice” and uniformly applied across firms seems likely to fail.
Private equity directorships can require two to three times as much time commitment, compared to publicly-owned corporations. PE boards have more insiders, they are smaller, and “the focus of board meetings is on business, financial, and risk-management issues more than compliance and regulatory issues.” There is support for PE directors adding more value than public company directors.
The authors emphasise an increased focus on assessing the functions of governance (how it works in practice), rather than the mere presence of governance features. Page 475 has three excellent examples.
Displaying 1 - 2 of 2 reviews